Investor Presentation May 2019
Safe Harbor Statements This presentation contains forward-looking statements made by PBF Logistics LP (“PBFX”), PBF Energy Inc. (“PBF Energy” and together with PBFX, the “Companies”), PBF Holding Company LLC, and their subsidiaries, and their management teams. Such statements are based on current expectations, forecasts and projections, including, but not limited to, anticipated financial and operating results, plans, objectives, expectations and intentions that are not historical in nature. Forward-looking statements should not be read as a guarantee of future performance or results, and may not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking statements are based on information available at the time, and are subject to various risks and uncertainties that could cause the Companies’ actual performance or results to differ materially from those expressed in such statements. Factors that could impact such differences include, but are not limited to, changes in general economic conditions; volatility of crude oil and other feedstock prices; fluctuations in the prices of refined products; the impact of disruptions to crude or feedstock supply to any of our refineries, including disruptions due to problems with third party logistics infrastructure; effects of litigation and government investigations; the timing and announcement and successful closing of any potential acquisitions and subsequent impact of any future acquisitions on our capital structure, financial condition or results of operations; changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business or industry; actions taken or non-performance by third parties, including suppliers, contractors, operators, transporters and customers; adequacy, availability and cost of capital; work stoppages or other labor interruptions; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; inability to complete capital expenditures, or construction projects that exceed anticipated or budgeted amounts; the possibility that the Partnership may not consummate the proposed acquisitions; the Partnership’s plans for financing the proposed acquisitions; unforeseen liabilities associated with any acquisition; inability to successfully integrate any acquired businesses or operations; effects of existing and future laws and governmental regulations, including environmental, health and safety regulations; and, various other factors. Forward-looking statements reflect information, facts and circumstances only as of the date they are made. The Companies assume no responsibility or obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information after such date. See the Appendix for reconciliations of the differences between the non-GAAP financial measures used in this presentation, including various estimates of EBITDA, and their most directly comparable GAAP financial measures. 2
Company Overview Fee-based, growth-oriented master limited MVC-supported Revenues partnership focused on the movement and storage of crude oils, feedstocks and refined 100% petroleum products Stable and predictable cash flows 90% . Underpinned by long-term, take-or-pay Revenue Total of % 80% agreements with 8-year weighted- 2016 2017 2018 average base contract life MVC Revenue Incremental Sponsor Revenue . No direct commodity price exposure Third-party Revenue Average MVC Revenue Strong alignment with Sponsor, PBF Energy . Highly-integrated assets are critical to Sponsor operations Disciplined growth and financial flexibility . Simplified, IDR-free capital structure with ample liquidity . Three-pronged growth strategy 3
PBF Logistics’ Evolving Strategy Evolving Growth Contributions Successfully transitioned from a pure- $40 play drop-down at IPO to a multi- $35 faceted growth approach $30 $25 Growth supported by three-pronged $20 $ Millions $ $15 strategy targeting organic projects, $10 strategic third-party acquisitions and $5 $- drop-downs 2015 EBITDA Growth 2018 EBITDA Growth Demonstrated access to capital Drops Organic + Acquistions . Self-funding organic projects Total EBITDA Growth . Successful public equity transactions Alignment of GP/LP Interests 33% Best in class IDR simplification closed in February with sub-11x IDR 67% cash flow transaction multiple 4 Drops Organic + Acquistions
Disciplined Growth Drives Distribution Increases $300 $2.10 $2.00 $250 $1.90 $200 $1.80 $1.70 $150 Millions $1.60 $100 $1.50 Annual Distribution per Unit per Distribution Annual $1.40 $50 $1.30 $0 $1.20 2015 2016 2017 2018 Revenue EBITDA Distributions Paid >70% distribution increase over minimum quarterly distribution ~12% CAGR since inception 5
Well-Defined Growth Plan $350 $95 $300 $250 $25 $220 $195 $200 $177 $18 $150 $100 Expected EBITDA Expected $50 $0 Growth is fueled by strategic investments in organic projects, third-party acquisitions and drop-down transactions* Successful $135 million equity financing in April 2019 satisfies growth capital funding requirements through 2020 Line of sight on future projects and opportunities *Due to the forward-looking nature of forecasted EBITDA, information to reconcile forecasted EBITDA to forecasted earnings and cash flow from operating activities is not available as management is unable to project financing terms and working capital changes for future periods at this time 6
PBFX Growing Asset Base is Ideally Situated Mid-Continent Assets Knoxville Terminals Toledo Storage Facility Targeting complementary feedstock Toledo LPG Truck Rack Toledo Truck Terminal movement and product distribution assets Toledo Terminal Toledo Rail Unloading Developing organic growth opportunities to enhance asset base and diversify revenue PBF Toledo PADD streams 4 PADD PBF Paulsboro PADD ~$95 million of EBITDA* from organic 5 2 projects to be implemented over the PADD 1 PBF Delaware City next 4-5 years PADD Strategic third-party acquisitions allow PBF 3 PBF Torrance Logistics to independently grow its revenue PBF Chalmette West Coast Assets East Coast Assets base Torrance Valley Pipeline Paulsboro NG Pipeline East Coast Terminals East Coast Storage Assets DC Products Pipeline Drop-downs from PBF Energy, as it grows, Gulf Coast Assets DC Truck Rack (Products) Chalmette Storage Facility DC Truck Rack (LPG) Chalmette Truck Rack remain a valuable source of future growth DC Rail Terminal Chalmette Rosin Yard DC West Rack DC Ethanol Paulsboro Lube Storage *Due to the forward-looking nature of forecasted EBITDA, information to reconcile forecasted EBITDA to forecasted earnings and cash flow from operating activities is not available as management is unable to project financing terms and working capital changes for future periods at this time 7
Strategic Partnership with Supportive Sponsor Diversified, high-complexity asset base with five refineries with approximately 650 Toledo PADD million barrels per year of combined 4 Paulsboro feedstock purchases and refined product PADD PADD 5 2 sales PADD 1 Delaware City PBF retains valuable drop-down inventory of PADD assets which could provide future growth 3 Torrance opportunities for PBFX of ~$200 million* of Chalmette EBITDA 3,500 US Independent Refiners by Throughput Capacity Throughput Capacity Nelson Region (bpd) Complexity 3,000 2,500 Mid-continent 170,000 9.2 2,000 East Coast 370,000 12.2 1,500 Gulf Coast 189,000 12.7 1,000 West Coast 155,000 14.9 500 0 Total 884,000 12.2 DK CVI PBF VLO PSX HFC MPC Source: Company reports *Due to the forward-looking nature of forecasted EBITDA, information to reconcile forecasted EBITDA to forecasted earnings and cash flow from operating activities is not available as management is unable to project financing terms and working capital changes for future periods at this time 8
Torrance Valley Pipeline Company Acquisition(1) Announced pending acquisition of remaining 50% interest in Torrance Valley Pipeline Company LLC (“TVPC”) from a subsidiary of PBF Energy at a pro forma EBITDA multiple of ~8x Purchase price of ~$200 million expected to be partially financed through a successful ~$135 million registered direct equity offering Consolidates ownership of key asset PBFX currently owns 50% of TVPC and operates the pipeline system Primary crude gathering and transportation network that feeds PBF Energy’s Torrance Refinery Original MVC of 70,000 bpd increased to 75,000 bpd 189-mile San Joaquin Valley Pipeline system comprised of the M55, M1 and M70 pipelines 11 pipeline stations positioned between Belridge and the Torrance Refinery with heavy crude heating, pumping and storage capabilities (1) Pending acquisition announced on 4/24/19 and is expected to close in the second quarter of 2019 9
PBFX’s Investment Highlights Maintain stable cash flow generation through predominantly long-term Focus on Stable, contracts with minimum volume commitments Take-or-Pay Commitment to safe and reliable operations Business No direct commodity price exposure Demonstrated ability to access capital for growth Conservative financial profile, IDR-free structure, with an emphasis on Financial Flexibility liquidity Long-term net debt-to-EBITDA target of between 3-4x Invest in organic projects and asset optimization Grow the Business Pursue third-party acquisitions focused on traditional MLP assets Support growth of PBF through additional drop-down transactions Target 1.15x long-term annual coverage ratio Distributable Committed to $0.005 per quarter of future distribution growth Cash Flow Retain earnings to grow business 10
Appendix
Non-GAAP Financial Measures The Partnership defines EBITDA as net income (loss) before net interest expense including amortization of loan fees and debt premium and accretion on discounted liabilities, income tax expense and depreciation and amortization expense. We define EBITDA attributable to PBFX as net income (loss) before net interest expense including amortization of loan fees and debt premium and accretion on discounted liabilities, income tax expense and depreciation and amortization expense attributable to PBFX, which excludes the results attributable to noncontrolling interests and acquisitions from affiliate companies under common control prior to the effective dates of such transactions. We define distributable cash flow (“DCF”) as EBITDA attributable to PBFX plus non-cash unit-based compensation expense, less net cash paid for interest, maintenance capital expenditures and income taxes. Distributable cash flow will not reflect changes in working capital balances. EBITDA, EBITDA attributable to PBFX and DCF are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess: • our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or financing methods; • the ability of our assets to generate sufficient cash flow to make distributions to our unit holders; • our ability to incur and service debt and fund capital expenditures; and • the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities. The Partnership’s management believes that the presentation of EBITDA, EBITDA attributable to PBFX and DCF provide useful information to investors in assessing our financial condition and results of operations. EBITDA, EBITDA attributable to PBFX and distributable cash flow should not be considered alternatives to net income, operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA, EBITDA attributable to PBFX and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because EBITDA, EBITDA attributable to PBFX and distributable cash flow may be defined differently by other companies in our industry, our definition of such matters may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Due to the forward- looking nature of forecasted or estimated EBITDA, information to reconcile forecasted or estimated EBITDA to forecasted cash flow from operating activities is not available as management is unable to project working capital changes for future periods at this time. 12
Non-GAAP Financial Measures PBFX Reconciliation of Amounts under U.S. GAAP to annualized run-rate EBITDA (unaudited, in millions) Reconciliation of fifty percent TVPC acquired interest, inclusive of the amendment to the M70 services agreement, estimated annualized run- rate Net Income to annualized run-rate EBITDA: TVPC Interest and M70 Services (in millions) Agreement Annualized run-rate net income $ 15.5 Add: Depreciation and amortization expense 5.5 Add: Interest expense, net and other financing costs 4.0 Annualized run-rate EBITDA $ 25.0 Note: Due to the forward-looking nature of annualized run-rate EBITDA, information to reconcile annualized run-rate EBITDA to cash flow from operating activities is not available as management is unable to project working capital changes for future periods at this time. 13
PBF Logistics 2019 Outlook ($ in millions, rounded) FY 2019 FY 2019 Initial Revised EBITDA to the Partnership (excluding one-time items) $177 $190 - 195 Maintenance capital expenditures $14 $13 - $16 Growth and regulatory capital expenditures $15 $15 - $20 Units outstanding(1) 63 million Initial and updated guidance provided constitutes forward-looking information and is based on current PBF Logistics operating plans using minimum volume commitments, assumptions and configuration. Revenues, operating expenses, general and administrative expenses, depreciation and amortization and interest expense figures include amounts related to the portion of the Torrance Valley Pipeline Company that are currently owned by a subsidiary of PBF Energy Inc. and will be included on a historical basis. These amounts are consolidated in the PBF Logistics financial statements and the ownership interest of PBF Energy is reflected in non-controlling Interest. Updated guidance reflects recent acquisitions and revised agreements. All figures are subject to change based on market and macroeconomic factors, as well as management’s strategic decision-making and overall Partnership performance. Figures exclude certain costs which include, but are not limited to, transaction expenses, new issuance unit-based compensation and other items. ___________________________ 1. Represents units outstanding at 3/31/2019, fully-diluted, issued during the IPO, subsequent transactions and under partnership compensation programs. Units under revised guidance include the 6.6 million units issued by the partnership in April 2019. 14
Segment Assets Transportation and Terminaling Capacity Products Handled DCR Rail Terminal 130,000 bpd unloading capacity Crude Toledo Truck Terminal 22,500 bpd unloading capacity Crude DCR West Rack 40,000 bpd unloading capacity Crude Toledo Storage Facility – propane 11,000 bpd throughput capacity Propane loading facility DCR Products Pipeline 125,000 bpd pipeline capacity Refined products DCR Truck Rack 76,000 bpd throughput capacity Gasoline, distillates and LPGs East Coast Terminals Various throughput capacity and ~4.2 million barrel Refined products aggregate shell capacity Torrance Valley Pipeline 110,000 bpd pipeline capacity and ~700,000 barrel Crude aggregate shell capacity Toledo Products Terminal Various throughput capacity and ~110,000 barrel Refined products aggregate shell capacity Paulsboro Natural Gas Pipeline 60,000 dekatherms per day pipeline capacity Natural gas Knoxville Terminals Various throughput capacity and ~520,000 barrel Gasoline, distillates and LPGs (previously “Cummins”) aggregate shell capacity Toledo Rail Products Facility 16,000 bpd loading capacity Crude, LPGs, gasoline and distillates Chalmette Truck Rack 20,000 bpd loading capacity Gasoline and distillates Chalmette Rosin Yard 17,000 bpd unloading capacity LPGs Paulsboro Lube Oil Terminal Various throughput capacity and ~229,000 barrel Lubes aggregate shell capacity Delaware Ethanol Storage Facility Various throughput capacity and ~100,000 barrel Ethanol aggregate shell capacity Storage Capacity Products Handled Toledo Storage Facility ~3.9 million barrel aggregate shell capacity(a) Crude, refined products and intermediates Chalmette Storage Tank 625,000 barrel shell capacity Crude East Coast Storage Assets ~4.0 million barrel aggregate shell capacity(b) Crude, feedstock and asphalt (a) Of the ~3.9 million barrel aggregate shell capacity, ~1.3 million barrels are dedicated to crude and ~2.6 million barrels are allocated to refined products and intermediates. (b) Of the ~4.0 million barrel aggregate shell capacity, ~3.0 million barrels are dedicated to crude and feedstock and ~1.0 million barrels are allocated to asphalt. 15
Commercial Agreements with PBF Energy Initiation Renewals Service Agreements Date Initial Term (a) MVC Transportation and Terminaling Amended and Restated Rail Agreements (b) 5/8/2014 7 years, 8 months N/A 125,000 bpd Toledo Truck Unloading & Terminaling Services Agreement 5/8/2014 7 years, 8 months 2 x 5 5,500 bpd Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility (c) 12/12/2014 10 years 2 x 5 4,400 bpd Delaware Pipeline Services Agreement 5/15/2015 10 years, 8 months 2 x 5 50,000 bpd Delaware Pipeline Services Agreement- Magellan Connection 11/1/2016 2 years, 5 months Note (d) N/A Delaware City Truck Loading Services Agreement- Gasoline (e) 5/15/2015 10 years, 8 months 2 x 5 30,000 bpd Delaware City Truck Loading Services Agreement- LPGs (e) 5/15/2015 10 years, 8 months 2 x 5 5,000 bpd East Coast Terminals Terminaling Services Agreements (f) 5/1/2016 Various (g) Evergreen 15,000 bpd (h) East Coast Terminals Tank Lease Agreements 5/1/2016 Various (g) Evergreen 350,000 barrels (i) Torrance Valley Pipeline Transportation Services Agreement- North Pipeline 8/31/2016 10 years 2 x 5 50,000 bpd Torrance Valley Pipeline Transportation Services Agreement- South Pipeline 8/31/2016 10 years 2 x 5 70,000 bpd Torrance Valley Pipeline Transportation Services Agreement- Midway Storage Tank 8/31/2016 10 years 2 x 5 55,000 barrels (i) Torrance Valley Pipeline Transportation Services Agreement- Emidio Storage Tank 8/31/2016 10 years 2 x 5 900,000 barrels per month Torrance Valley Pipeline Transportation Services Agreement- Belridge Storage Tank 8/31/2016 10 years 2 x 5 770,000 barrels per month Paulsboro Natural Gas Pipeline Services Agreement (j) 8/4/2017 15 years Evergreen 60,000 dekatherms per day Knoxville Terminals Agreement- Terminaling Services 4/16/2018 5 years Evergreen Various (k) Knoxville Terminals Agreement- Tank Lease 4/16/2018 5 years Evergreen 115,334 barrels (i) Toledo Rail Loading Agreement 7/31/2018 7 years, 5 months 2 x 5 Various (l) Chalmette Terminal Throughput Agreement 7/31/2018 1 year Evergreen N/A Chalmette Rail Unloading Agreement 7/31/2018 7 years, 5 months 2 x 5 7,600 bpd DSL Ethanol Throughput Agreement 7/31/2018 7 years, 5 months 2 x 5 5,000 bpd Delaware City Terminaling Services Agreement (m) 1/1/2022 4 years 2 x 5 95,000 bpd 16
Commercial Agreements with PBF Energy Initiation Renewals Service Agreements Date Initial Term (a) MVC Storage Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility (c) 12/12/2014 10 years 2 x 5 3,849,271 barrels (i) Chalmette Storage Services Agreement (n) Note (n) 10 years 2 x 5 625,000 barrels (i) East Coast Storage Asset Terminal Storage Agreement 1/1/2019 8 years Evergreen 2,953,725 barrels (i) (a) PBF Holding has the option to extend the agreements for up to two additional five-year terms, as applicable. (b) The Amended and Restated Rail Agreements, as amended and effective as of January 1, 2018, include the Amended and Restated Delaware City Rail Terminaling Services Agreement and the Amended and Restated Delaware West Ladder Rack Terminaling Services Agreement each between Delaware City Terminaling Company LLC and PBF Holding with the service fees thereunder being adjusted, including the addition of an ancillary fee paid by PBF Holding on an actual cost basis. In determining payments due under the Amended and Restated Rail Agreements, excess volumes throughput under the agreements shall apply against required payments in respect to the minimum throughput commitments on a quarterly basis and, to the extent not previously applied, on an annual basis against the MVCs. Effective January 1, 2019, the existing Amended and Restated Rail Agreements were further amended for the inclusion of services through certain rail infrastructure at the East Coast Storage Assets. (c) The Toledo Storage Facility Storage and Terminaling Services Agreement- Terminaling Facility and the Toledo Storage Facility Storage and Terminaling Services Agreement- Storage Facility are referred to herein collectively as the “Toledo Storage Facility Storage and Terminaling Services Agreement.” (d) In connection with the inclusion of an additional destination at the Magellan connection under the Delaware Pipeline Services Agreement, Delaware Pipeline Company LLC and PBF Holding agreed to a two-year, five-month MVC for the Magellan connection. The MVC for the Magellan connection expired on March 31, 2019. (e) The Delaware City Truck Loading Services Agreement- Gasoline and the Delaware City Truck Loading Services Agreement- LPGs are referred to herein collectively as the “Delaware City Truck Loading Services Agreement.” (f) Subsequent to the Toledo Products Terminal Acquisition, the Toledo Products Terminal was added to the East Coast Terminals Terminaling Services Agreements. (g) The East Coast Terminals related party agreements include varying term lengths, ranging from one to five years. (h) The East Coast Terminals Terminaling Services Agreements have no MVCs and are billed based on actual volumes throughput, other than a terminaling services agreement between the East Coast Terminals’ Paulsboro, New Jersey location and PBF Holding’s Paulsboro Refinery, with a 15,000 bpd MVC. (i) Reflects the overall capacity as stipulated by the storage agreement. The storage MVC is subject to effective operating capacity of each tank, which can be impacted by routine tank maintenance and other factors. (j) In August 2017, the Paulsboro Natural Gas Pipeline commenced service. Concurrent with the commencement of operations, a new services agreement was entered into between PNGPC and PRC regarding the Paulsboro Natural Gas Pipeline. (k) The minimum throughput revenue commitment for the Knoxville Terminals Agreement- Terminals Services is $894 for year one, $1,788 for year two and $2,683 for year three and thereafter. (l) Under the Toledo Rail Loading Agreement, PBF Holding has minimum throughput commitments for (i) 30 railcars per day of products and (ii) 11.5 railcars per day of premium products. The Toledo Rail Loading Agreement also specifies a maximum throughput rate of 50 railcars per day. (m) The Delaware City Terminaling Services Agreement will commence in 2022 subsequent to the expiration of the Amended and Restated Rail Agreements and includes additional services to be provided by PBFX as operator of other rail facilities owned by PBF Holding’s subsidiaries. (n) The Chalmette Storage Services Agreement was entered into on February 15, 2017 and commenced on November 1, 2017. 17
